Assumed Liabilities and Excluded Liabilities. (a) Upon the terms and subject to the conditions set forth herein and in the Agreement, Holdings shall assume, (i) prior to the Servicer Transfer Date for each Servicing Agreement, and solely as between Holdings and Seller, all of the duties, obligations and liabilities of Seller (other than the Excluded Liabilities), as servicer but subject to such Servicing Agreements, and provided that Seller will continue to act as the servicer as set forth herein and in no event shall Holdings be a subservicer, subcontractor or servicer within the meaning of a Servicing Agreement prior to the related Servicing Transfer Date and (ii) as of or after the Servicing Transfer Date for each Servicing Agreement, all of the duties, obligations, and liabilities of Seller (other than the Excluded Liabilities) as servicer accrued and pertaining solely to the period from and after such Servicing Transfer Date relating to the Servicing Rights that are subject to such Servicing Agreement (the “Assumed Liabilities”).
Assumed Liabilities and Excluded Liabilities. (a) Upon the terms and subject to the conditions set forth herein and in the Agreement, Purchaser shall assume, (i) the obligation to pay the Servicing Advance Receivables Purchase Price and the other obligations on account of the Servicing Agreements set forth in the Agreement and this Sale Supplement and (ii) as of or after the Servicing Transfer Date for each Servicing Agreement, all of the duties, obligations, and liabilities of Seller (other than the Excluded Liabilities) as servicer under each such Servicing Agreement accrued and pertaining solely to the period from and after such Servicing Transfer Date (the “Assumed Liabilities”).
Assumed Liabilities and Excluded Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, the Buyer hereby agrees that at the Closing, or such other date or dates provided in Section 1.4, it shall assume and become responsible for the following liabilities and obligations of the Seller Group existing as of such time and arising from the operation of the Business prior to the Closing or the other date or dates provided in Section 1.4, as applicable (collectively, the “Assumed Liabilities”):
Assumed Liabilities and Excluded Liabilities. (a) At the Closing, neither Purchaser nor any of the Real Estate Purchasers nor TRS Entity shall assume any liabilities or obligations of Seller whatsoever, fixed or contingent, other than (i) the applicable Real Estate Purchaser shall accept title to the applicable Real Property, subject however to obtaining any Required Consents; and (ii) the applicable TRS Entity shall assume the Assumed Contracts and Assumed Residency Agreements, only to the extent such obligations and liabilities assumed by the TRS Entity under the Assumed Contracts and Assumed Residency Agreements relate to periods after the Effective Time, subject however to obtaining any Required Consents and any other applicable third party consents (collectively, the foregoing (i) and (ii) are the “Assumed Liabilities”). Each applicable Real Estate Purchaser shall exercise its respective commercially reasonable efforts to assume or take title subject to and all Required Consents in connection therewith.
Assumed Liabilities and Excluded Liabilities. At Closing, Buyer shall assume only those obligations of Sellers scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned Store, but only to the extent that such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law at or before Closing (such assumed obligations, “Assumed Liabilities”). Except as specifically provided in this Agreement, Buyer will not assume any liabilities of any Seller, and each Seller will be solely liable for, and will pay, discharge and perform when due, all liabilities of such Seller that do not constitute Assumed Liabilities, whether or not such liabilities are reflected on such Seller’s books and records, including liabilities relating to the Excluded Assets (collectively, the “Excluded Liabilities”).
Assumed Liabilities and Excluded Liabilities. (i)The Concessionaire agrees to assume and discharge or perform when due, all debts, liabilities and obligations whatsoever relating to the System or the System Operations that occur, arise out of or relate to, or are based on facts or actions occurring, during the Term, but only to the extent such debts, liabilities or obligations do not arise from or relate to any breach by the City of any covenant, representation or warranty set forth in this Agreement (collectively, the “Assumed Liabilities”); provided that the Assumed Liabilities shall not include the Excluded Liabilities as defined in paragraph (ii).
Assumed Liabilities and Excluded Liabilities. (a) At Closing, Buyer shall assume only those obligations of Seller scheduled to be performed after Closing under the terms of any Acquired Contract or with respect to the Company Owned Stores, but only to the extent that any such Acquired Contract is set forth on Schedule 2.1(a), and excluding any obligation that arises out of, relates to, or results from, directly or indirectly, any breach, nonperformance, tort, infringement, or violation of applicable law by Seller or any manager, member, employee, or other representative of Seller at or before Closing (such assumed obligations are referred to as the “Assumed Liabilities”).
Assumed Liabilities and Excluded Liabilities. (a) On the Closing Date, upon the terms and conditions set forth herein (including, for the sake of clarity, Section 8.2(a)(i) hereof), the Buyer shall assume and agree to pay, perform and discharge, when due, the following Liabilities of the Company other than the Excluded Liabilities (the “Assumed Liabilities”):
Assumed Liabilities and Excluded Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and the Local Transfer Agreements and the Related Agreements, Buyer will assume and become responsible for the Assumed Liabilities at the Closing. Buyer agrees to pay, perform, honor and discharge, or cause to be paid, performed, honored and discharged, all Assumed Liabilities in a timely manner in accordance with the terms thereof.
Assumed Liabilities and Excluded Liabilities. (a) Purchaser shall assume, effective as of the Closing, and from and after the Closing, Purchaser shall pay, perform and discharge when due, all Liabilities of Seller arising under or related to the Acquired Assets accruing on or after the Closing, including without limitation, (i) Liabilities arising out of Purchaser’s use of the Seller Names, Excluded Trademarks, UPC, NDC and the activities contemplated by Section 6.04 hereof, (ii) those Liabilities which are allocated to Purchaser with respect to the Channel Liabilities, as defined and set forth in Exhibit 2.02 hereof (the “Channel Liabilities Schedule”), and (iii) any Liabilities arising from or relating to the development, testing, manufacture, distribution, marketing, promotion or sale of Abstral in the Territory on or after the Closing (including, without limitation, any product recalls and any product liability claim for any sale by Purchaser of Abstral on or after to the Closing Date) (collectively, and subject to the Excluded Liabilities, the “Assumed Liabilities”).
